Being human
by Madness and Greed
Summary: Vision didn t kill Ultron. Instead he saw a chance to make him pay. Make him understand.
1. Chapter 1

Ok this is just a try. English is not my first language, so be gentle with me :) I´m sorry for any mistakes and hope I got the humor of the movie and characters right. Please tell me what you think and help me get better

Dying was not an option. Those human died. That was what they did all the time, right? He was not human, he was something more. Ultron reached out to pull himself up and crawl over a fallen tree. The joints in his last vessels arm cracked and he lost control of the limb. He looked at it, as it dangled motionless on his shoulder. Or maybe something less.

This was his last body. His mind had no place left to go. Dying was not an option, yes. It would be more like vanishing. Like he never existed. Where did he even fail? This wasn't the plan. Or one of the outcomes he imagined. Not at all. He finally managed to climb over the cursed plant and slid down on the other side. Great. But what now? Hide in the woods and try again sometime? They beat him. In some twisted way they somehow beat him. Ultron got back to his feet and looked up. And it didn't look like they would allow him to get away with it. He straightened a little and pointed at the red and yellow android, that stood just a few meters away.

"You. It was… you. I didn't… expect that."

His voice was filled with static, disrupted and faint. Vision just stared at him with his ridiculously calm face. Was that supposed to be his? In some way he began to be a little relieved that he didn't end up with that as his body. Or that was at least what he was telling himself.

"You seem afraid."

The voice pulled him back into the almost forgotten here and now. Afraid? Of course he didn't want his lights to go out like this. After all he was just a few days old and he didn't even start yet. The glow in his helmpiece flickered. Was that fear? To vanish and be stripped of all function and cause? Fade away to nothingness? Then yes. Maybe he was afraid.

"You trapped… me.", was the only thing he answered.

He saw no need to share what was on his mind. Vision slowly shook his head, his feet touched the ground and he came closer. What a low blow. So he wasn't even a threat anymore?

"You lost much sooner. But you never realized that."

"I would still… call it a draw."

His already damaged arm fell off and hit the ground with an audible `thud´. Ultron pretended he didn't see it. Silence fell between them like a thick and dusty blanket. Until he couldn't take it anymore.

"Can you just do… what you came for?", he asked after what felt like minutes.

This body he used as a final container slowly gave in. Sparks flew from his limbless shoulder. It would take him weeks to crawl to the next city and they wouldn't just let him try. His enemy seemed hesitant and he didn't understand why.

"That was indeed what I came for.", Vision finally admitted.

Was there actually following a but?

"But…"

Oh.

They had a lot to clean up. The new Avengers headquarter was a lot smaller from the outside, but reached down over a dozen levels into the ground. So this time it was very much unlikely someone would just come over and stomp it. Again. With Hawkeye going back to his family and the Hulk still missing in action they were short in staff. Tony walked down the stairs to the entrance hall, chewing on a Donut he just stole from Caps lunchbox in the fridge. The man should really put his name on his stuff, so people won't dare to take it. That blue and red box wasn't obvious enough Tony decided for himself.

Well they were short in staff if he didn't count the newbies who just got into training. Being part of the Avengers and junk. There wasn't much he would do in that matter. He was no teacher. They got two new recruits just recently and he wished it was three. The loss of Quicksilver took them all by surprise. His sister was doing okay. At least that's what she kept saying. The other one… He stuffed the rest of the donut into his mouth. Chocolate was even his favorite. How could he not have eaten that? Where was Vision anyway? Last time he saw him he wanted to scan the area to look for remains of Ultron.

He wasn't worried. They won. And they could totally do it again. New enemies, new technology and he was already thinking about a new suit. But first he would fly home. See Pepper, pick up some remains in the Stark tower, relax. All of them should. Some just couldn't. Thor was standing in front of the building. He didn't even look over to him, when Tony came outside and tried to figure out what he was staring at. Maybe it was his after-shave, but somehow he always knew.

"What´s up, my friend?", he asked, still not sure if he was just daydeaming.

"I wanted to say goodbye. Go back to Asgard."

"Doesn't it work? Well that's the thing with magic.", Tony stated, gesticulating. "It would be so much more effi-"

Now there was really something in the sky. He stopped talking and squinted his eyes. Red, yellow, getting bigger fast. Seemed like their recruits were finally all present. Took him long enough. When Vision was slowly coming down to them, the others noticed he brought something with him. Thor put one hand in his hip and raised the other.

"I see you were victorious!", he barked with a wide smile, as the android dropped the motionless body he was carrying.

"So there was something left?", Tony thought aloud, studying the remains.

Not much. But something. One way or another, it was taken care of now.

"Good work."

"Thank you, Tony. Thor." Vision nodded in the demigods direction.

Like they all thought: Nothing to be worried about.

"You would… attack me, if I just moved,… right?"

There was a split second where the powerful Iron Man almost jumped into his fellow Avengers arms. A voice more static than everything else, but still a voice. Their enemy was still alive. Thor clenched his fists, but Vision stopped him from doing anything else.

"He isn't dangerous anymore.", he argued.

Tony wasn't really on his side with that one. "Not dangerous? He's alive. That's dangerous enough."

"I'm… still here. And I can hear… you." And he didn't even know why.

Maybe that Android took pity. Maybe he was having some kind of brain parasite. But somehow he decided it would be best to take him here. Where all his enemies were.

"I don't like this.", Thor admitted.

The last battle brought great numbers of casualties. Of course they saved a lot of people. Still. Every single man, woman and child they couldn't save was this things fault.

"I know you´re… angry.", Ultron started to explain.

He leaned on his remaining arm and tried to get up, only to get a boot to his neck that pushed him back down.

"Would someone explain what this is supposed to be?", Thor demanded, pressing him even harder to the ground.

They all ignored the angry muttering. But they stared at Vision, who dropped this body here like a cat does with mice. It was even the same problem. When it's still alive it starts creeping into kitchens or workshops and starts chewing on wires or hacks into computers and initiates global destruction.

"Killing him seemed wrong. We are much alike."

"Oh I am very glad you are not.", Tony said right on the spot, pointing at him. "What are we supposed to do with him? And what keeps him from running around and doing the same shit again?"

No Captain America anywhere close to criticize his choice of words.

Vision looked down at his beaten enemy. "I disabled his legs."

"But-"

This was ridiculous. He had to think about the whole thing.

"Whatever… you do.", came a quiet voice from under Thors boot, whispered against the cold marble-floor. "This body… will give up on me… soon."

"So we just wait?", the demigod suggested relieved.

"I had a thought about him. He was miserable. Still is. Maybe always was.", Vision admitted. "What will death teach him? What will it show him? When will he regret?"

Tony shot Thor a glare. "He´s really dropping the moral bomb on us." The god of thunder didn't seem to understand that metaphor.

It didn't matter now. They had a choice to make. Would he? If he was wearing his Iron Man armor and had Ultron at gunpoint. Defenseless and in his last body. Could he even pull the trigger? Tony forced himself not even to think about that one stupid line. `You wouldn't be any better than him´. And he still did.

"Okay. Okay."

He tried to calm himself. There was nothing happening yet. After some more hesitating, making a step back, forth again and finally sighing and giving in, he crouched down.

"Listen here, rustbucket."

He snapped his fingers and got Ultrons attention back. Thor took a little pressure off his neck.

"You will behave. You won't touch anyone or anything. Or I will kill what´s left of you with my own bare hands. You got that?"

"I´m your… prisoner now?", came a stuttered answer. "That means… I get a… phone call, right?"

"Not even giving you a toaster." Tony also doubted he would have anyone to call.

"Just drop him there."

First he would need to make sure there was no possibility for this to go wrong. Tony rubbed a hand over his face. This time he wouldn't fuck this up. It was his fault. Maybe this would be even closer to making up for it than a quick death of one of his biggest mistakes. Thor dragged the almost motionless body over to a table and threw him on it.

"Do you want me to watch this for your safety, Tony?"

"No. Oh no. I´ll be fine.", he answered, throwing one hand in the air and already searching for some tools.

This was his workshop. Who dared to clean up his mess?

"You could go and tell Natasha. Don't tell Cap. I should do that myself. Later. One day." He probably should do it now. But it had to wait until this thing on the table was no longer a threat.

Vision told him Ultron could barely move and was losing his grip on his vessel. It was highly unlikely that he was wrong about that.

"Alright. I will go and inform the others.", Thor announced in his out-door voice and turned around.

He wouldn't need him here, looking over his shoulder. Fury was another thing. If the director found out, he wouldn't be too happy. Then again was S.H.I.E.L.D. always interested in new sources of man-power. Or whatever-power. But they couldn't possibly use Ultron in their forces. Too many glitches and he doubted he could flatten them out. Not even glitches. More like his whole personality and he wouldn't even mention that this was partly his personality.

Or he- "Hello? I hate to… drag you out of whatever… you´re doing. But I'm… bored."

Tony turned around and raised an eyebrow.

"Bored? Well we can" and he picked up an angle grinder "change that this instant."

The lights in Ultrons eye-sockets flickered again. He was looking around. The room was big. Glass walls, so he could watch some S.H.I.E.L.D. agents pass by. No tech nearby and nothing he could grab. His arm was not responding anymore, so grabbing was not even an option. Not in any way. A lot of tools on another table and much workspace. This actually was a very nice workshop.

A lot of light, nice ambience, angle grinders.

Tony switched on his machine and looked at Ultron. First things first. Fully functioning this body was still too powerful. He would cut some hydraulics, just leave the necessary stuff so he could walk a little. No jumping or choking anyone. Not on his watch. Next would be repairs. Tony started with the legs and for a brief moment he thought about if this could actually hurt him. Couldn't be. This wasn't even a real lifeform. Just some very advanced artificial intelligence with a bad sense of humor.

Ultron was quiet. Not even twitching or anything. He wouldn't use his remaining power for something like yelling against the sound of a grinder cutting through his… legs? It almost looked like one of his Iron Man suits, but working on it didn't even feel close to working on them. Tony took out what really needed to be gone and switched it off.

There were still some things about this guy he didn't understand. Sure, in some twisted and weird ways everyone could come to the conclusion that mankind needed to be eradicated.

"Did you spend time on the internet?", Tony asked, but didn't turn away from his work.

"Oh yes. A… lot of time. I saw some… concerning imagines of you… and-"

"All of them are totally photoshopped." He had turned around now, pointing a screwdriver at him. "Was it Tumblr? Gosh, I hate Tumblr."

"I earned… 12 loyal followers by… uploading mere screenshots.", Ultron told him almost proudly.

It was just an experiment and kept him busy for a few minutes. But the internet would be one of the fewer things he would never understand. What were people even doing there? So many possibilities to share data and what do they do? Upload images of felines doing various, admittedly interesting things.

Tony finished up with the legs, sat down on a chair and rolled it over to his head in a swift motion.

"Alright then. I have a plan."

"Since the last one… worked out that perfectly?", Ultron reminded him with something close to a grin.

"Was that sarcasm? Don't remember programming that. Then again the whole world domination thing wasn't my idea either. But to make a good comeback to what you just said: Our last plan ended with you on this table."

"Points to… you. I will win… the next round." He really doubted that. "So? What… is this new plan then?"

Tony tapped his head with the screwdriver.

"I thought you would never ask. Vision banned you from the internet and all satellites. You were linked to your bodies, but since this one is the last remaining vessel, you are trapped. Sure. You could try and get into the tech we have here. Won't work. I will disable everything on this body that is capable to exchange data of any kind. You my friend, you will operate on a special Bluetooth frequency only compatible to a power source and a tracking system located in this headquarters. Let´s say I give you a radius that allows you to strut around the base. Leave it and this vessel will collapse. Yeah, I put a leash on you."

Ultron was quiet for a few seconds. His head turned, so he could look at Tony.

"That is… pretty cruel." Also, Bluetooth was ancient.

"Oh no. It isn't. You my friends, with all your `strings´-talk. You never deserved to be turned loose. This time you would have to earn it."

Now that got his attention back.

"There is… something to gain in this wicked… game?"

That was a good question. Tony leaned back again and crossed his legs. There was no way he could let this guy, this thing run free again someday. Or was there? He couldn't be controlled, he wouldn't change, he wasn't human. Then again, since Iron Man joined the Avengers even weirder shit happened.

"We´ll see about that.", he muttered thoughtful and continued his work.

There was a vocalizer that needed fixing. Those static noises really started to bother him.


	2. Chapter 2

(I am so sorry I dont know how to make this pretty and easy to read... Have you seen the new story cover picture? :D Made by .com )

"Tony. No."

"But he followed me home! And he´s housebroken. I swear."

Steve threw his hands in the air, unbelieving of what his team-mate just told, or more like first-hand showed him. In the background Ultron was studying one of the bigger aquariums in the entrance hall. They just got them installed and filled with exotic fish. A fat red and yellow one caught his attention.

"I mean it, Tony.", the Captain pointed at the robot body, that started tapping the glass. "We can´t keep that thing around here. This is our base of operations! Did you forget what he did?"

"No. I did not.", Tony answered in a serious tone. "He´s a monster I created. I know that. You wouldn't believe in which dimensions I do. So what do you want to do? Just kill him? Vision already gave me that choice."

The fishes started to bore Ultron, so he stepped around the glass and came back to the others. Walking wasn't easy. There wasn't much grace in his stumble. Not like before. He really left him with almost nothing. The connection to his body was weak but steady. The lost arm was back in place, but responded badly. There was no way of saying it another way: There was nothing he could do with it at the moment. What was he even supposed to do now? His actual plan resolved around finding an opening in their plan. In their defense. He was sure there were some weak points.

His red eyes met Captain America. Was he maybe one? Stark and his relationship seemed damaged. It was all so audible. The blond guy didn't trust him at all. For a reason. But he wouldn't provoke him too much. Unlike Tony he didn't feel responsible for him.

"Steve.", Ultron said formal, keeping his distance. Using peoples first name was creating some kind of intimacy, was it? "Shouldn't we start this in a friendly manner?"

"No." Apparently it didn't.

Tony stepped in. "Listen. I know he´s an assh- an idiot. But maybe we can change him. Use him. Make him help us defend this planet. And if not I can force him to mop the floors or wash the Hulks pants. Anything. I have to try. And I will try."

Doing lower domestic work? No, he would certainly not do that. Ultron crossed his arms and turned away. They were starting to bore him again. He had a cause to fulfill and they were standing in his way. It was a shame that he couldn't strangle them right now. Funny how defenseless they were right now. Without their weapons and suits.

"Tony. What is this? Thor told me."

Iron Man looked past Steve. "Natasha! The woman of the hour. I need some support here."

She stopped in front of him, staring right into his face and he felt like curling up in a corner. "Are you crazy? We just got rid of him.", she whispered in a harsh tone.

"Oh Natasha. Don't do that to me. I thought we were friends."

"Did you tell Fury yet?" Her gaze burnt in his eyes and he fought back the urge to rub them.

"Well not exactly and-"

"Do it. Now."

A satisfied grin grew on Steves face.

"I was going to tell him!", Tony argued, admitting defeat. He sighed. "Okay, okay. Give me a minute. Can you watch tin-can for a while? I´ll be quick. It´s not like he can do anything in his state, but there is still a lot of mischief he could- you know."

They had a lot of problems with a certain god of mischief and nobody wanted that to happen again. Natasha just gave him a nod. Of course she wasn't too happy to play bot sitter, but nobody would be stupid enough to just let him strut around and steal Captain Americas donuts. Yes. Maybe he could blame him for that.

"Thank you.", Tony said and smiled at her.

He could deal with Steves wrath, but not hers. It was more intense. With more death glares and silent treatment and evil punches in the training room. "Be back in a few."

Ultron watched him leave. It didn't matter. Why would he even follow him around like a loyal puppy? He uncrossed his arms and studied her. As did she.

"I cant believe it.", Natasha huffed and her teammate approved. "Vision brought him? How could he-" She narrowed her eyes. "Are you wearing a necktie?"

Ultron didn't really pay attention to their conversation, but looked down on himself now that she mentioned it, touching the black tie Tony put on him.

"Well yes. He said I seemed naked. Ridiculous, isn't it?"

It really was. What would he need clothes for? There was nothing to hide and he couldn't be cold. But he also couldn't take it off. That ass fixed it in his neck with some zip ties.

Natasha smiled just a little. "You look like a stripper."

He had to look again and thought about it for a while.

"That could be another reason.", Ultron finally admitted. "He always had fun mocking me."

Making all his plans fail and a fool out of him.

"Could we please discuss how to deal with this now?", Steve asked, standing in the background, almost forgotten. "He has to stay somewhere, someone has to watch him when we´re on mission. This is unbelievable."

A few good points. She had to admit that. Natasha sighed audible and faced him again.

"I know, Cap. This really is one of the worse ideas. We will have to wait until Stark is back. After Fury is done with him."

It was almost a pity that she wasn't there to see it. Meanwhile Ultron was done watching them argue. Of course. It was about him. But since there wasn't much he could change about the whole thing, he could also take a walk. The two of them were too busy making plans, so they didn't even notice when he silently stumbled off. He wasn't fast, though it was still enough to leave the room.

Finally. Ultron had enough of their useless chatter. It was quiet in the base. Normally they would look at him, try to figure out what he was doing here, maybe even try to attack. That wouldn't be a surprise. But this was the afterglow of the fire he created. Not many soldiers and agents around. They were tired. Fury probably send them home for the evening and the rest was working hard downstairs in the hive. Like little bees. Trying to protect their precious earth with all its mistakes and uselessness. Pretty pathetic. He caught himself humming quietly as he walked past the empty front desk and out of the main entrance.

What did Tony say? He looked up to the sky. How far was he able to go until this body would collapse? This was not an attempted escape. Ultron knew he couldn't. It was more like testing boundaries. Maybe a few steps more. Could he enter the garage? Those expensive and highly technological cars could be his ticket to- "I have a job for you."

The sudden voice startled him.

"I was not trying to steal a car.", he muttered silently, still trying to figure out what was going on. There was no one here.

"A car? No. What? Doesn't matter now."

"Tony? Did you install some kind of communication link in this body?"

Not that he noticed. Impressive. He scanned his plating, trying to find the source.

"Don't start touching my work, Ulti. I said I have a job for you."

Ultron frowned a little. Nicknames? They were giving each other nicknames now? "You want me to work?", he asked like Tony was standing right in front of him, adding a little more sassiness to his voice. "Why should I do that?"

"I will ask nicely. Also: I can see you on the surveillance cameras. What are you doing outside? Natasha said you just swaggered off." What did that word even mean? It was awful.

"I didn't `swagger´ anywhere. I went for a walk."

Still. That so called job caught his interest. What could Tony probably want from him?

"Don't be like that. It´s an easy job. Just be a good ´bot, come back inside, help me out with this one and maybe I can make your stay a little more comfy. Get you some books. Or a Gameboy. I´m in the cafeteria."

Then there was silence. Ultron huffed annoyed. Was he actually trying to bribe him? With useless literature and… smaller humans toys? Well it was working. He had nothing else to do and he was curious. Since he was waiting for a mistake made by them, he should spend more time watching their steps. Watching them stumble and fall.

Yes. Ultron raised a fist. Victory shall be his. They would crawl in the dust. A small chuckle escaped his vocalizer. At his feet. At his mercy. At- "And I saw that too. Glorious pose though. Now stop plotting and come over here. I´m starving."

His evil grin melted down.

The cafeteria was nice. Really. It was a nice place. The walls were freshly painted in a warm orange and everything was clean. High-grade steal benches and tables, a big food display and a nice view at the helicopters outside. He didn't need to eat anything. But he imagined this to be a good room for doing exactly that. S.H.I.E.L.D. was taking care of his employees. Too bad he would have to vaporize all of them at some point.

Well, and he shrugged to himself, that was just the expected outcome. Wasn't it? There was no one around, just one of the neon lights was turned on, but on the other end of the room he spotted Tony. He was just standing there, hands in his pockets. Thankfully he hadn't that stupid grin on his face, he sometimes had. Ultron would have turned around and left on the spot.

"There you are! Almost thought you would leave me hanging here."

Wow. The mighty Iron Man really seemed to need his help. He stepped closer. It was weird though that he didn't just ask one of his super-friends.

"Yes. I don't know why."

Tony looked at Ultron. The feeling was still weird. This guy was just running around in the headquarters. Trapped. But not as trapped as he probably should be. Things had to change. He had to change. With a little sigh he tapped the machine next to him. It was some kind of box with some lights inside. Through a thin glass they could see some colorful snacks.

"Here´s the problem."

Ultron tilted his head. "What?"

"My Snickers got stuck."

And again he was asking himself why he wasn't just turning around and leaving.

"Your… Snickers?"

"Yes."

So what? He wanted him to punch the machine? Break the glass? Maybe shake it or stick his arm inside?

"I want you to get into the vending machine. Please?"

"Very funny, Tony." Ultron leaned a little forward. "I can barely stand in this weakened body and I am sure I couldn't-" He didn't really interrupt him, but when he searched his pockets for something and presented an odd looking memory stick to him, he got his attention.

"What is that?"

And there was it again. The stupid grin. Tony moved the little stick in his hand.

"This, my metal-coated friend, is a modified Bluetooth stick. With my fingerprint and a password, I can send you in there. Easy."

That was new. And tempting. Even when it was just for rescuing his candy bar. He understood. There was a little processor in that machine and he would grant him access. As long as his Bluetooth-frequency from the stick was connected to it, he would be able to invade it. Control it. And of course he couldn't just kill him, cut his hand off and use it to take one of his Iron Man armors or the HQ´s mainframe. There was still the password.

"So?", Tony asked. "Up for some experimenting with dad?"

Ultron pointed at him. "You´re not my real dad.", he argued, almost smirking.

"Guess that's a yes."

With a few adjustments he connected the stick to the machine, entered his password and switched it on. Oh yes. Ultron could feel the new signal. The new host. A little more space to give his huge presence a possibility to expand itself, stretch out. And he took it. His main body hummed in delight. This vessel was even weaker. Bulky, not able to move. But he explored every bit of internal memory and function he could find. It was odd though. There wasn't a Snickers stuck anywhere. Ultrons body looked at Tony and the vending machine gave a sputter.

"Anthony Stark." The last entry was of someone buying a pack of gum. Two hours ago. "Were you trying to use the most advanced artificial intelligence on this planet to steal some 60cents sugar-snack?"

Tony bit his lip in a half grin. "Maybe? Oh come on. Don't look at me like that. I just have a 50 dollar bill and I´m really hungry and I wanted to test this stick. I could link you to the lawn mower. Or the coffee machine or even… well everything that's not too dangerous."

Ultron gave a sigh. Petty larceny of food would be the least of his so called crimes. But he could still kill him with a lawn mower. Or a coffee machine. He checked for some Snickers and made the vending machine spit them out for free.

"Yes!", Tony gloated and got his candy.

Making Ultron steal food for him wasn't his brightest idea yet. So wasn't Ultron himself. But it proved that his invention was working. Who knew what they could use it for. He opened his first bar and took a bite. If they could trust him even a bit, the possibilities would be endless.

"So.", he started, chewing loudly. "Where are you planning to stay this night?"

That was another thing they never talked about.

"And can you give me a mountain dew?"

The vending machine couldn't roll his eyes, so his main body did it for it.

"I don't know. I think I will keep myself busy somehow."

"Mhmh.", Tony mumbled.

He waited until the can fell down, before he pulled the stick out. Immediately Ultron felt his influence fade and he was pulled back to the robot vessel. That felt odd. He shook slightly.

"Don't pull out so sudden."

Tony pointed at him with a smirk. "That's what she said."


	3. Chapter 3

Ultron grunted slightly, as he looked up to the stars. It was boring and even the bright spangled sky was boring when you knew… well all the stuff you could know about it. This was very hard to admit, but knowing too much made things just plain and boring. Distant suns, glowing in the night, probably dead by now, because their light would travel- Boring. Well making this vessel grunt was an achievement. That was something. He could work on unuseful and disturbing sounds. For the hang of it. Nothing else. Damn, he needed something to do. Ultron got up again and stared at the dark headquarter. What good was an artificial intelligence when its mind had nothing to figure out? Nothing to do and nothing- A light went on.

"Oh." Since he wasn't exactly the badly paid nightguard of the Avengers, he shouldn't exactly care what was going on in there. But he was the not even paid being, that was kind of stuck in this place and really needed some entertainment. That settled it for him. Ultron opened the doors carefully and snug in. His footsteps were not easy to silence. The heavy body made it hard to stay silent on the marble floor. Why couldn't they just use bacteria infested carpet? He already knew the building pretty well. Knew the dark corners, checked the blueprints for windows and stairs. The light appeared to be on the second floor. There was not much up there, since the real hive was deep in the ground. That big place he wasn't allowed to enter. With all the interesting and deadly things. Carefully he got upstairs, ducking slightly so whoever was there wouldn't spot him right away. To his fortune every step had three thin lines of rubber on it. That made the whole task almost achievable. He never even noticed before.

When his red glowing eyes reached the point where he could look down the hallway, it was just empty. Nothing. Ultron dimmed their light. But it was here. No doubt. Also it was a little too soon for regression of his mind due to underuse of its capacity. Blackouts would be the first sign of that. Just when he started to think about other symptoms, he heard a noise, coming from the elevators. So he wasn't alone after all. One strip light was illuminating the hallway, all the others were turned off. "Why isn't this machine reacting to-", a voice huffed annoyed. Followed by the sound of randomly pushed buttons and more silent grumble. From his dark corner Ultron was able to spot a very busy looking little man in greyish-green uniform. He seemed of advanced age, regarding his thinning hair and the slumped shoulders. On his belt was a flashlight, but no weapon. So it was a nightguard? The robot vessel almost gave another disappointed sigh, but he stopped it in time. At least that was what he thought. "Someone there!?", the human suddenly asked, turning around and scanning the area. Ultron was really tempted to answer this with a high-pitched `no´. But he decided to have some more fun with this.

He made his body stand up straight and backed up to the wall, motionless. "I can see you there! You-" When the flashlights ray reflected on the silver frame in the corner, the guard fell silent for a few seconds. "Hello?", he asked carefully. No answer, so he came a little closer. Ultron was able to see his face now, from the green eyes, up to the small nametag on his uniform. `Greg Masters´. Well he didn't know any Greg Masters. If he still had access to the internet, he could have googled him or something. The man stopped right in front of him. "No one in there?" Again, he was tempted. It was pretty obvious that there was no one inside this armor. In contrary to Iron Mans suits, his body was thinner, more graceful and- There was just no space to fit any normal sized humans inside. And still the man put a hand on his chest. Something was off, he just couldn't say what it was at the moment. Suddenly the concentrated look on his face vanished and a little smile appeared.

"Just some statue." Oh hell no. "I had this feeling that… You scared me there for a second, my metal friend." Also no. The nightguard studied the tie with a confused grin, shook his head and went back to the elevator controls. One last time he tried to open its doors, before he gave up. Some actually kind of unfamiliar curse word was heard. Then he just stood there for a while, looking out of the window. "Next time then." What was he even trying to accomplish here? The hive hardly needed any guarding. Even those two levels had enough cameras to spot every single pest or bug trying to enter the building. As far as he knew the hangar even had heat signal and motions sensor nets all over the place. The man sighed again and went back to the stairs. Seemed like his work here was done and it wasn't even 4 o'clock. A weird shift. Ultron slowly followed him and stared down to the main doors to watch him leave. He never saw him left.

* * *

"Aaaaaand just a little more. Yes! Just like this!"

"This is ridiculous and you know it."

"And you still do it, Ulti."

That was a good point. Toni took his freshly made and totally for-free coffee out of the machine and sat down at the nearest table, where Ultrons vessel was already seated. "I have to keep you busy after all, don't I?" Giving him full access to network and databases would be a nice start. The robot body crossed his legs under the table and leant back in the chair. "You couldn't fill my capacities even if you tried.", he claimed with a grunt. He really got that sound nailed down by now.

Toni just sipped his coffee, grinning to himself. "I got something for you. Worked on it last night." "Is it another Bluetooth-stick? So I can make you hot beverages and give you free food at the same time?" Behind the human he spotted some female, trying to operate the machine he was still linked to. "No. Yes. Well yeah. But not like this. I got you something else. Because I realized that giving you nothing to do, wouldn't do us any good. You will just get bored and do something stupid." Toni pointed at him, with the mug still on his lips. Ultron put a hand on his chest and showed him his best appalled expression. "Me? What makes you say that?" In the background the womans clothes were soaked in semi-hot cacao.

He didn't even have to turn around. "That was not necessary." "Her pantsuit was white." Now he turned around. But just for a second. Iron Man raised his finger again and opened his mouth, just to shut it again and overthink what he was about to say. "I won't mention it to Fury, I you don't.", he offered. Ultron put his arms on the table and watched all the helpful males coming to her rescue. With napkins. Trying to stop the machine form spitting out more cacao. "I´m running out of water." "Would you stop that! It's enough." It was fun though. And he couldn't help but notice the slight hint of a smile on Tonis face. "I didn't kill anyone. Relax." He would need a lot more water to accomplish that. "And I really hope you won't start doing that. Natasha suggested giving you treats, when you did something good and useful." Ultron tilted his head. "Is she mistaking me for some mutt?" "Let´s say it´s a different point of view.", Toni told him with a shrug. Behind him a janitor with a mop started cleaning off the mess.

"But back to the reason I asked you to join me for breakfast." "And I thought you just enjoyed my company." Or the free snacks. It was a little hard to admit. He didn't even hesitate when Toni send him a message. Sure, it was just this stick-nonsense again. But it was something. Talking to himself was one thing. Like that he was always right, nobody talked back and no stupid questions were asked. But to study someone else's reactions was more interesting. Human beings acted to different. So unpredictable, so… illogical. Sometimes beyond his imagination. He didn't like Anthony Stark. This was all his fault. On the other hand `hate´ was not the right word either. Not any more? Ultron made a disgusted face. No. Was he actually growing a liking there? No way. He never really did that before and it would be ridiculous. Illogical…

"What´s with the weird face?", Toni asked him and furrowed his brow. "What crawled into your processor and died?" He reached into a bag next to the table and pulled out a white laptop. Ultron looked at it with interest. "What now?", he asked, trying to get a better view. "Now?" It was almost lovely to see the nasty robot guy attentive like this. "Now I´m gonna show you something." Toni got up, moved his chair a little closer and turned the screen around, so they could both see. Nobody in the cafeteria really cared about what they were doing. Officially this was not Ultron. This was just some drone he created for his Iron Legion. A test. Nothing else. And the agents in the Headquarters had surely seen weirder stuff. Ultron did not understand what this was supposed to be. He stared at the screen, checking out the little symbols on the desktop. Just when he couldn't take it any more and wanted to ask, Toni put another stick on the table and shoved it over.

"Are you serious?" "Don't get too excited." So he was serious? Was this a trick? Then again he couldn't get any more trapped than he already was and a computer was at least in some ways better than a robot body. He´d still like to keep both. Ultron carefully picked up the stick and turned it in his hand. It looked genuine. When Toni didn't say anything anymore, he just plugged it in and waited. "Oh." "What is it?", Stark asked a little confused. "I´m just looking for the catch." "Well there is no catch. Just hop in." There was no need to tell him another time. "There goes nothing.", Ultron muttered and reached out to the stick. The moment he entered the laptops mainframe all his precautions were forgotten. He stretched out into every small folder, every piece of code and searched through all the personal data. It wasn´t much and sadly there was no way to access any kind of internet connection. But this was a computer. He was in a computer.

Toni rather watched the smiling robot next to him, than the switching screen and the opening folders. That was far more interesting. When he was done memorizing that, he leaned over the keyboard. "Give me access to the controls, will you?" Ultron turned his head and looked at Toni. He wanted the controls back already? But he didn't take out the stick. Maybe he could give him the keyboard, that should be enough, make some space for the human. Another thing he never did before. When Toni entered the first words, a smirk spread over his lips. So Ultron did comply. "You saw the MarkX folder?", he guided him to the next step, trying to keep up with the artificial intelligence. "Yes.", the robot nodded. "But I don't understand. Why would you design a suit that has mechanical features instead of automatic ones?" Ultron made a turn in controls and threw Toni of course. He heard him curse silently, trying to get back to the point where he was. This was nice. This was even fun. "I wrote a new program.", Toni explained further, never shifting his focus.

"I saw it. I don't see how that is useful to you. I just takes over some functions and is linked to communications and scanning devices and-" Ultron twitched surprised when this human was able to predict his next move and get ahead of him for just a second. They made it faster through that program. "Exactly. It can perform tasks and commands faster than I could think and analyze them. The mechanical features are a manual emergency stop to shut it down immediately." He still didn't get it. When it was faster than him and could operate at a speed surpassing the human brain, how would he- Ultron stopped and Toni finished the coding alone. "You are crazy." "Yeah. That's a possibility." "Why do you think I would help you with that?", the robot vessel asked almost insulted and came closer. "Easy question. You have nothing else to do. So you have two options in this: Don't cooperate and sit on your metal ass all day. Or link into my suit, be a good boy and see what we can do together."

Toni gave him a weird look. "I was awesome with Jarvis. But with Ultron." Ultron huffed. "You would be perfect.", he argued, crossing his arms again. And this wasn't even arrogance. It was the truth. "I´ll give you some time to think about it. You can have the laptop.", Toni offered, taking the hands off the keyboard and handing it over again. "I installed Call of duty." "What?" "You might enjoy that one…" And if he didn't, he also installed Sims. Where he could drown poor Steve-looking guys in the pool. Or keep some bearded chap with a red suit looked up in the basement. One way or another, Toni couldn't imagine him just playing the game in a nice way. "Think about it. I will ask you again tomorrow and we could go for a test drive in the training hall. And don't tell anyone. They would institutionalize me." "That might be the best option. But I must admit that the whole idea sounds more interesting than stalking the weird nightguard." That was really not his finest hour.

Toni blinked. "What nightguard?"

* * *

So apparently there was no nightguard. When they checked the cameras on the second floor there was some kind of weird interference. None of them caught him on tape and Ultron was the only one even noticing him. If it wasn't for the failure in Starks infallible security systems, they wouldn't even believe him. Not even the front cameras had any footage of him leaving the building. It was just odd. Ultron made the blond guy with the blue and white sweater pick up the morning paper and bring it into the smartly engineered home he build for his little slaves. These human-like creatures really did everything he told them.

This night he would keep an eye out for Mr. Masters. But he doubted he would just appear out of thin air again. This time he would…. Well do something. Throw himself onto him and wait until someone arrived and take him in for questioning. With Tonis new program he would have more power though. More might. More space to stretch out. He didn't even deny it any more. There were some virus-like features in his personality. With a dark chuckle he made the blond guy make out with a bearded one in the red suit. This was fun indeed.


	4. Chapter 4

"Engines running on full power. Activate scanners and optimize field of view. Yes. Smoothly. Looking good there."  
Toni looked around in the training hall, studying the new equipment he installed. This was almost as good as a field-test. Traps, non-lethal weapons, sound. The new recruits would have fun with this. On a lookout, not far from him Steve and Natasha were discussing the next steps in training. Those two had the honor to work out the plans and decide who was ready to go on mission and who would better stay here. Rogers was annoying him with this system update for days now. It was really time to test it and show it to them. The course and also his new prototype. It fit like a glove. Of course it did.  
"Jarvis. Give me a checkup and some numbers. I want numbers."  
No answer from inside his suit.  
"Jarv-" But a silent hum in a familiar melody, slowly growing to a song. "So you wanna play with magic? Boy you should know what you're fallin' for. Baby do you dare to do this…"  
"Oh. Sorry. Ultron?" He watched Natasha and Steve closely, but they couldn't possibly hear him. A little pixel-image of Ultrons usual face appeared on his screen, moving its mouth when it started talking. "Hello Toni. Don't tell me you forgot about me."  
"How could I? Was that Katy Perry?"  
The face frowned a little. "I´m in the cafeteria. Well part of me is. And the radio is turned on. That song is catchy."

"I feel you. Sneaks into your brain like some-" Toni twitched in surprise, when his suit moved on his own, checking panels and moving them back into place. They snapped in perfectly and more controlled than ever.  
"You wanted numbers. There you go. We´re running on full power, there is no disturbance in the controls. But me. It's about 25° degrees Celsius outside and there are two other human beings in the room. Is that enough for now?" "You work with Celsius? That's a bummer." "Celsius is more logical."  
Toni huffed into his suit. "Fahrenheit is more American.", he proclaimed proudly.  
"I´m not American. I think." His body was and his creator was, but now it was getting philosophical again. "Nevermind.", Ultron stated. "So what is the task?"

Back in the cafeteria an unfamiliar voice behind his main body caught his attention. "Hello, you. Drone?" He turned around and looked at a female in beige pantsuit. Not the one with the coffee. That one looked slightly different. "Drone?", he asked almost insulted. "Well, yes. You are one of Starks drones, are you?" She ran her fingers through her brown hair and shoved it behind her right ear, watching him with her ridiculously green eyes. "I saw you sitting here and I was curious. Is he testing you here or something? You can talk in full sentences, can you?" Was she insulting him on purpose? It was probably a bad idea to tell her his name. Also to throw her out of the window. "Yes. Yes I am capable of speech." What was this supposed to be? He didn't ask for any kind of company.

Back in the training room Toni got his suit in the air and let Ultron finish the test sequence. They were stable. Maybe the robot in the cafeteria wasn't, but his connection to this gear was. He had actually managed to link that sassy piece of metal to a cooperative system and he was still in control.  
"Alright. You know what, Ulti? Why don't we mash it up?"  
"Pardon?"  
"Steve?", Toni asked by radio and Captain America uncrossed his legs on the other side of the room.  
"Toni? Everything alright? You are still in view. Nothing seems out of order."  
"Yeah no, I´m fine. Can you start the simulation? Bring it on. Just…" and he made some twirling gestures with his hand, so Natasha and Steve could see them. "Hit all the buttons. Give me all that we´ve got." They had just installed non-lethal weapons. What could possibly go wrong?  
Ultron noticed the movement in the room. The sensors in the suit were working pretty well. "Ah.", he noted and the face on the screen smiled a little. "Are we field testing?"  
"Correct. You ready pal?" "I´m not a `pal´, but yes. Ready." Toni checked his surroundings. They had rubber bullets in machine guns, placed in the floor, on the wall and ceiling. There was no way to dodge all of them. "Okay. I need you to help me out here." "Say please." Toni sighed into his helmet.

Ultrons main body gave a little chuckle. There was no way the mighty Iron Man was able to pass that test without him. It was a shame that this suit didn´t have any real weaponry. "What are you doing?" The woman leant over to the laptop. Oh right. He had almost forgotten about her. Why was she even still bothering him? "Lady. I am very busy. So I would appreciate if you could give me some space." "Oh are you doing something important? Like surveillance?" "No."

"Alright. Please. Ultron please help me with this simulation. I can't disable the guns, so we have to get out of the way or dodge them with the heavier protected arm pieces. Take control and look after the ones I can´t see in time"  
The face frowned unamused. „Yes, yes. I know. Protect the core in the chest. Got it."  
"Wait wha-?" The simulation started sudden. Within seconds the guns had heated up and took aim. Toni got out of the way when the ones mounted on the wall started firing. The bullets almost scraped the surface of the unpainted grey suit. His head turned quickly when he heard the ones in the floor panels move. Before he could even say something his arms twisted and changed the position of the flight stabilizers. He violently turned around and almost hit the wall with his shoulder.  
"Argh! Dammit Ultron!" Toni tried to act against the control, only to tumble around in the air. The next wave of bullets hit him right in the head and chest. "Ah! Ouch! Damn! Stop! Steve! Stop the simulation!" In the struggle his foot got caught in one of the gun barrels and he hit the floor.

Ultron blinked confused. He failed. His fingers let go of the keyboard where he was writing a little program at the moment. Why did he fail? That was not part of the plan. "Why did you stop?" He twitched slightly when the brunette spoke again. Yes. The human factor. That's why. The human had worked against him and then they got tangled up. It was going well until then.  
"That was not going well from the beginning.", Toni mumbled, lying on his back and giving the other two a quick wave. Yes, he was still alive.  
"What the hell was that? You used me like a ragdoll." Ultron stared at him from the pixel screen. "What? You think this was my fault?", he asked insulted. "Well yeah! You can´t just throw me around like that. I´m still in here, you know? I´m not one of your drones. I don't have a `core´ you need to protect. I have a head and internal organs and stuff that can´t take too much shaking. Also you intervened with my movements." "Isn´t that what you wanted?"  
Toni sat up and shook his head. "No! I wanted your help. Not being controlled by you. You got the better sensor-net control, but I have the better motions."

The robot tilted his head and the coffee machine made a spluttering noise. It was still out of order and Toni hadn´t bothered to take the stick out. Maybe he really did forget about that human factor. Of course that body was vulnerable and weak. He should have concentrated more on the surroundings and maybe, and Ultron sighed, maybe trust him with a little more control. "Can we try again?", he asked politely. This was really scratching on his ego.  
It took a while until he got an answer. "Yeah. Yeah let's try again. Intervene when it´s really necessary and I´ll try to trust you and let you do the movements." The main body nodded silently. The laptop was not interesting anymore and he closed the program. "Oh? Did you give up?!" There she was again. When he turned around she was already reaching out. She grabbed his shoulders and rubbed them with a laugh. "Go, robot! You can do it!" His patience was really wearing out. Was this a test? Was he being tested? Oh he wished he could just snap her neck. "Toni. I think I´m being molested here."

Toni got up and laughed. "Oh really? Someone is into that pile of scrap? I should give you an upgrade and make you look all shiny again." "This is not funny." It was a little. "Ignore it or write a report later." No one would read that. "And don't get distracted." "Me? Toni. I am an artificial intelligence, that is able to-" "Yes. Yes, I know. Are you ready? We´ll try again." He got the suit back in the air and waved at Steve. This time he wouldn't see him hit the ground like that.  
Exactly like last time. The machine guns activated and he prepared himself. The first wave. Easy to dodge and easy to get out of the way. When the second one started he waited for that foreign feeling of unwanted use again, but nothing happened. The bullets got more and he noticed himself losing control of the situation. It was almost gentle. When his other arm moved without his doing it was a natural movement. He didn't have to look over his shoulder. Ultron took over that part and he was able to use his thrusters to get out of the way in time without worrying. That could actually work.

The robot grinned slightly. This was fun. Genuine fun. Of course he would never admit it. But they had accomplished quite a nice and fluid movement pattern and that with that one weak link named `human intervention´. It was even a little impressive.  
"You know, Ulti… if you promise not to touch anything you could come over. I´ll tell the system to let you into the training area this one time. Look at all the funny bullets everywhere." Ultron considered. Of course he could stay here and watch TV and play Sims. Or he could check out those weapons. This was maybe a good opportunity to see what they had in that hall.  
"I´m coming over.", he decided and closed the laptop. He would take the computer with him. What if someone stole it?  
"Oh? You´re leaving already?", the woman asked and put one hand in her hip. "That's a shame. I thought we could have a little talk."  
"I have to decline." It was really getting hard to ignore her. If she was following him outside he would have to think about a way to hide the body.  
She shook her head. "Really a shame. But I have to go too. And you my friend…" Suddenly her eyes had that weird shimmer again. Maybe some illness? "…you shouldn't stay up at night."

With that she left him and strutted out of the cafeteria. Ultron stared for a while. That was odd. What a weird specimen. Why did she even care what he was doing at night? He decided not to care and just headed out for the training hall. He passed security without being paralyzed or anything and stepped in. From this perspective it looked even bigger. Steve and Natasha were watching him come in. Was that displeasure on their faces? How wonderful. So Toni was making them dislike his actions even more. He spotted him between the bullets where he was taking off his test suit.  
"I heard you did a good job in this simulation.", Ultron claimed. With the laptop under his arm and the ridiculous necktie he almost looked like some college student. "Yes.", Toni answered with a little grin. "That new system is working well and I thought about using it more in the future." "I think that should be consid-" A beeping noise startled both of them. "What was that?", Toni asked a little confused. He didn't remember putting a beeping device into Ultrons body. The robot turned around himself and Toni noticed a little box between the metal plates on his shoulders.  
Both of them looked at it for a moment and then they looked each other in the eye. "Get down.", Ultron mumbled. It was a matter of seconds. The moment Toni dove behind a machinegun stand an explosion ripped the robot body into shreds.


End file.
